Securities code: Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) securities abbreviation: Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) Shanghai Rongzheng Investment Consulting Co., Ltd
about
Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933)
Phase I employee stock ownership plan (Draft)
of
Independent financial advisor Report
February 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. main contents of this ESOP 6 (I) basic principles of this ESOP 6 (II) participants and determination criteria of employee stock ownership plan 6 (III) the scale, stock source, capital source and purchase price of the employee stock ownership plan 8 (IV) duration and lock-in period of this ESOP 10 (V) the management mode of this ESOP 12 (VI) change and termination of employee stock ownership plan and disposal of holder's rights and interests 16 (VII) other contents of employee stock ownership plan V. verification opinions of the independent financial consultant on the employee stock ownership plan 21 (I) verification opinions on whether the ESOP complies with policies and regulations 21 (II) verification opinions on the feasibility of the company's implementation of the employee stock ownership plan 23 (III) impact of the implementation of the employee stock ownership plan on the company's sustainable operation ability and shareholders' equity 24 VI. conclusion 25 VII. Matters to be brought to the attention of investors 26 VIII. Documents for future reference and consultation methods 27 (I) documents for future reference 27 (II) consultation method 27 I. interpretation
In this independent financial adviser's report, unless the context specifies, the following abbreviations have the following meanings:
Listed company, company, Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) refers to Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933)
Independent financial consultant refers to Shanghai Rongzheng Investment Consulting Co., Ltd
Report of Shanghai Rongzheng Investment Consulting Co., Ltd. on independent financial consultant of Beijing Xinxing Oriental Airlines refers to the independent financial consultant report of phase I employee stock ownership plan (Draft) of Equipment Co., Ltd
Employee stock ownership plan, this employee stock ownership refers to Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) phase I employee stock ownership plan, draft employee stock ownership plan, draft of this plan refers to Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) phase I employee stock ownership plan (Draft)
The holder indicates the company's employees who are eligible to participate in the employee stock ownership plan
Holder's meeting means the meeting of the holders of the employee stock ownership plan
Management Committee means the Management Committee of the employee stock ownership plan
Measures for the administration of employee stock ownership plan refers to the measures for the administration of Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) phase I employee stock ownership plan
The underlying stock refers to Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) a ordinary shares purchased and held by the employee stock ownership plan through legal means
CSRC refers to the China Securities Regulatory Commission
Shenzhen stock exchange refers to Shenzhen Stock Exchange
China Securities Depository and Clearing Corporation refers to Shenzhen Branch of China Securities Depository and Clearing Corporation Limited
Yuan, 10000 yuan and 100 million yuan refer to RMB yuan, 10000 yuan and 100 million yuan
Company Law refers to the company law of the people's Republic of China
Securities Law refers to the securities law of the people's Republic of China
The guiding opinions refer to the guiding opinions on the pilot implementation of ESOP by listed companies
Regulatory guidelines No. 1 refers to the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board
In this independent financial adviser's report, if there are differences in the mantissa between the sum of some total numbers and each number, these differences are caused by rounding.
2、 Statement
The independent financial consultant accepts the appointment of Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) as the independent financial consultant of the company for the implementation of the employee stock ownership plan. In accordance with the relevant provisions of the guiding opinions, and in accordance with the materials provided by Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) and the information publicly disclosed, the independent financial consultant issues this report on the feasibility of Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) the employee stock ownership plan and whether it is conducive to the sustainable development of the company Whether it damages the interests of the company and its impact on the interests of shareholders, and express objective and impartial professional opinions.
This independent financial adviser's report states:
(I) the data on which this report is based are all provided by Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) or from the information publicly disclosed by Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) to ensure that all data and information provided by Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) are true, accurate and complete, free from false records, major omissions or misleading statements, and assume full responsibility for the authenticity, accuracy and integrity of the data and information; (II) the independent financial advisor issues this report with a professional attitude of honesty, trustworthiness, diligence and responsibility, and is responsible for the authenticity, accuracy and completeness of this report;
(III) the purpose of this report is to give opinions on the matters of this employee stock ownership plan, which does not constitute any investment suggestions for Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) and the independent financial adviser will not be responsible for the possible risks arising from any investment decisions made by investors based on this report;
(IV) the independent financial adviser's report invites investors to carefully read the full text of the announcement and relevant annexes of the employee stock ownership plan issued by Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) company;
(V) this report is only for the purpose specified in the guidance when Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) implementing the employee stock ownership plan, and shall not be used for other purposes.
The independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor's report and make any explanation or explanation to the report. 3、 Basic assumptions
The independent financial advisor's report issued by the financial advisor is based on the following assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) Beijing Emerging Eastern Aviation Equipment Co.Ltd(002933) provided and publicly disclosed materials and information are true, accurate and complete;
(III) all parties involved in the implementation of the employee stock ownership plan can abide by the principle of good faith and fully perform all their obligations in accordance with the plan of the employee stock ownership plan and the terms of relevant agreements;
(IV) there is no significant adverse effect caused by other force majeure.
4、 Main contents of this ESOP (I) basic principles of this ESOP
1. Principle of legal compliance
The company implements the employee stock ownership plan, performs the procedures in strict accordance with the provisions of laws and administrative regulations, and makes information disclosure truthfully, accurately, completely and timely. No one shall use the employee stock ownership plan to engage in securities fraud such as insider trading and manipulation of the securities market.
2. Principle of voluntary participation
The implementation of the employee stock ownership plan by the company follows the principle of independent decision of the company and voluntary participation of employees. The company does not force employees to participate in the employee stock ownership plan by means of apportionment, forced distribution, etc.
3. Risk bearing principle
The participants of the employee stock ownership plan are responsible for their own profits and losses, bear their own risks, and have equal rights and interests with other investors. (II) participants and determination criteria of employee stock ownership plan
1. Legal basis for determining participants
The company has determined the list of participants of the employee stock ownership plan in accordance with the company law, securities law, guiding opinions, regulatory guidelines No. 1 and other relevant laws, regulations, normative documents and the relevant provisions of the articles of association, and in combination with the actual situation.
2. Job basis for determining participants
The participants of the employee stock ownership plan are directors (excluding independent directors), senior managers and key employees of the company. All participants must work in the company (including subsidiaries, the same below), receive remuneration, sign labor contracts or be employed by the company.
The total number of directors (excluding independent directors), senior managers and key employees participating in the employee stock ownership plan shall not exceed 18 (excluding reserved shares). The specific number of participants shall be determined according to the actual payment of employees. The participation of the above employees in this ESOP follows the principle of independent decision of the company and voluntary participation of employees, and there is no forced participation of employees by means of apportionment, forced distribution, etc.
3. Participants and distribution proportion of this ESOP
The employee stock ownership plan takes "shares" as the subscription unit, and each share is 1 yuan, which is the share of the stock ownership plan
The upper limit is 2524590144 copies. The company corresponding to the share of this ESOP held by any holder
The number of shares shall not exceed 1% of the total share capital of the company. The specific number of shares held by the holders of the stock ownership plan and the actual number of employees
Determination of international payment.
Directors (excluding independent directors), senior managers and core members of the company participating in the employee stock ownership plan
The total number of dry employees shall not exceed 18 (excluding reserved shares), including directors participating in the employee stock ownership plan
There are 3 senior managers in total, and these personnel do not form a person acting in concert relationship with the employee stock ownership plan.
The specific proportion of subscribed shares is shown in the table below:
The proportion of the share corresponding to the upper limit of job subscription share in the upper limit (10000 shares) of the employee stock ownership plan (%)
Vice chairman and board of directors
1 Li Weifeng, secretary, chief financial officer, 653.12 104 Shenzhen Tellus Holding Co.Ltd(000025) .87
Vice General Manager
2 Xiang Ziqi, general manager 521.24 83 Shenzhen Zhongheng Huafa Co.Ltd(000020) .65
3 you you, deputy general manager 282.60 45 Shenzhen Properties & Resources Development (Group) Ltd(000011) .19
Subtotal 145696 232000057.71
Key employees (15 persons): 803.84 128 Grandjoy Holdings Group Co.Ltd(000031) .84
Reserved share 263.79 42004810.45
Total 252459 4020048100.00
Note: 1. The shares of the participants in the final subscription of the shareholding plan shall be subject to the actual capital contribution. If the holder fails to pay the subscription funds in full and on time,
The corresponding subscription right will be automatically lost.
2. After the implementation of the employee stock ownership plan, the total number of shares held by all effective employee stock ownership plans shall not exceed 50% of the total share capital of the company
10%. The number of underlying shares corresponding to the share of employee stock ownership plan held by any holder shall not exceed 1% of the total share capital of the company.
The amount of the employee's final subscription to the stock ownership plan shall be subject to the actual contribution of the participants. Subscription capital of the holder
If the fund is not paid on time and in full, the corresponding subscription right will be automatically lost, and the board of directors authorizes the management committee to
This part of equity share is redistributed to other qualified employees or included in the reserved share. Employee stock ownership plan of the company
There is no arrangement for a third party to provide incentives, subsidies, subsidies, etc. for employees to participate in the stock ownership plan.
In order to meet the needs of the company's sustainable development and continuously attract and retain excellent talents, the current employee stock ownership plan
42004800 shares are planned to be reserved as reserved shares, accounting for 10.45% of the total shares of the current shareholding plan. reserve
The shares are temporarily subscribed by Mr. Li Weifeng, vice chairman of the board. Mr. Li Weifeng only holds the reserved shares instead of
Enjoy the rights and interests corresponding to this part of shares (including but not limited to usufruct and voting rights).
The allocation plan of reserved shares (including but not limited to the determination of participants and subscription price) shall be determined by the board of directors
The board of directors authorizes the management committee to determine it in one time or in batches during the duration. Participants of reserved shares
It can be a person who has held shares of the current employee stock ownership plan, but if the person granted the above shares is a director
If senior managers are, the distribution plan shall be submitted to the board of directors for deliberation and determination. The reserved shares are applicable to the same lock-in period as this shareholding plan. If the reserved shares of the ESOP are not fully distributed within the duration, the specific disposal of the shares corresponding to the remaining shares shall be decided by the ESOP Management Committee.
The lawyer employed by the company shall issue the certificate on whether the qualification of the holder complies with the company law, securities law, guiding opinions and other relevant laws and regulations, the articles of association and the employee stock ownership plan (Draft)
